EX-10.2



 Exhibit 10.2 

XENOPORT, INC. 

2014 EQUITY INCENTIVE PLAN 

STOCK OPTION GRANT NOTICE 

XenoPort, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to
purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement and the Plan, both of which are attached hereto and
incorporated herein in their entirety. 
  

					
		 	Optionholder:	  	  

		 	Date of Grant:	  	  

		 	Vesting Commencement Date:	  	  

		 	Number of Shares Subject to Option:	  	  

		 	Exercise Price (Per Share):	  	  

		 	Total Exercise Price:	  	  

		 	Expiration Date:	  	  


 Type of Grant: 

Exercise Schedule: 
  

							
	 Shares
	 	 Vest Type
	 	 Full Vest Date
	  	 Expiration Date

				
		 		 		  	
				
		 		 		  	
				
		 		 		  	
				
		 		 		  	
				
		 		 		  	

  

					
	Payment:        	  	By one or a combination of the following items (described in the Stock Option Agreement):
			
		  	x	  	By cash or check
		  	x	  	Pursuant to a Regulation T Program if the Shares are publicly traded
		  	x	  	By delivery of already-owned shares if the Shares are publicly traded
		  	x	  	By net exercise, for Nonstatutory Stock Options only (not available for Incentive Stock Options). If you elect to net exercise a Nonstatutory Stock Option, pursuant to Section 5(c)(iv) of the Plan, payment of the exercise
price shall be paid by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise by the largest whole number of shares with a Fair


  
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		  		  	Market Value that does not exceed the aggregate exercise price and tax withholding obligations; provided, however, that: (1) the Company may only retain the appropriate number of shares otherwise issuable to you upon
the exercise of the option necessary to pay the exercise price and any minimum tax withholding resulting from such exercise; (2) the Fair Market Value of shares being used to pay the exercise price and to satisfy the minimum required
withholding tax under the net exercise issuance method will be determined on a basis consistent with that applicable to the computation of the tax; and (3) shares of Common Stock will no longer be outstanding under an option and will not be
exercisable thereafter to the extent that (i) shares are used to pay the exercise price pursuant to the “net exercise,” (ii) shares are delivered to the Optionholder as a result of such exercise, and (iii) shares are
withheld to satisfy tax withholding obligations. To the extent that whole shares are not withheld, fractional shares will not be issued but will be settled upon in cash consideration.
			
	Reporting Consent:        	  		  	The undersigned Optionholder hereby acknowledges that the net exercisable, nonstatutory stock option shall be reported in the Optionholder’s E*Trade account as a “Stock Appreciation Right”, or “SAR”. The
undersigned Optionholder hereby confirms that: (i) the Optionholder understands that the SAR designation is for E*Trade’s internal purposes only; (ii) the Optionholder has not been granted a stock appreciation right under the Plan;
and (iii) the “SAR” reporting via E*Trade does not change, effect or modify the nature of the net exercisable option as set forth herein.

 Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to,
this Stock Option Grant Notice, the Stock Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding
between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of options previously granted and delivered to Optionholder under the Plan.

 XENOPORT, INC. 

			
		
	By:	 	 
		 	William G. Harris
		 	 Senior Vice President of Finance and
 Chief
Financial Officer


 ATTACHMENTS: Stock Option Agreement, 2014 Equity Incentive Plan Prospectus and 2014
Equity Incentive Plan. 

  
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 XENOPORT, INC. 

2014 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK
OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement,
XenoPort, Inc. (the “Company”) has granted you an option under its 2014 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 

The details of your option are as follows: 

1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice,
provided that vesting will cease upon the termination of your Continuous Service. 
 2. NUMBER OF
SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to
time for Capitalization Adjustments. 
 3. EXERCISE RESTRICTION FOR
NON-EXEMPT EMPLOYEES. If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and
except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant. 

4. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or
any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following: 

(a) In the Company’s sole discretion at the time your option is exercised and provided that at the time of exercise the Common
Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 

(b) If this option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce
the number of shares of Common Stock 

  
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issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining balance of the
aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter if those shares
(i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld to satisfy tax withholding obligations. 

(c) In the Company’s sole discretion at the time your option is exercised and provided that at the time of exercise the Common
Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock either that you have held for the period required to avoid a
charge to the Company’s reported earnings (generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are
valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such
shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or
agreement restricting the redemption of the Company’s stock. 
 5. WHOLE SHARES. You may exercise
your option only for whole shares of Common Stock. 
 6. SECURITIES LAW COMPLIANCE.
Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so
registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your
option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 

7. TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your
option commences on the Date of Grant and expires upon the earliest of the following: 
 (a) immediately upon the termination of your
Continuous Service for Cause; 
 (b) three (3) months after the termination of your Continuous Service for any reason other than
your Disability or death; provided, however, that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law
Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if
during any part of such three (3) month period, the sale of any Common Stock received upon exercise of your 

  
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option would violate the Company’s insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period
of three (3) months after the termination of your Continuous Service during which the sale of the Common Stock received upon exercise of your option would not be in violation of the Company’s insider trading policy. Notwithstanding the
foregoing, if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you have vested in a portion of your option at the time of your termination of
Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that is three (3) months after the termination of your
Continuous Service, and (y) the Expiration Date; 
 (c) twelve (12) months after the termination of your Continuous Service
due to your Disability; 
 (d) eighteen (18) months after your death if you die either during your Continuous Service or within
three (3) months after your Continuous Service terminates; 
 (e) twelve (12) months after your Continuous Service
terminates if termination occurs as of, or within twelve (12) months following the effective date of a Change in Control; 
 (f)
the Expiration Date indicated in your Grant Notice; or 
 (g) the day before the tenth (10th) anniversary of the Date of Grant.

 If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock
Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in
the event of your death or your Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock
Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the
Company or an Affiliate terminates. 
 8. EXERCISE. 

(a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with
such additional documents as the Company may then require. 
 (b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option,
(ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. 

  
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 (c) If your option is an Incentive Stock Option, by exercising your option you agree that
you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option
grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option. 
 9.
TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. In addition, you may transfer your option to a trust if you are considered to be
the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company. 

10. CHANGE IN CONTROL. 

(a) If your Continuous Service terminates within twelve (12) months following the effective date of a Change in Control due to
(i) an involuntary termination (excluding death or Disability) without Cause, or (ii) a voluntary termination for Good Reason, the vesting and exercisability of your option shall be accelerated in full. 

(b) “Cause” shall have the meaning set forth in the Plan. 

(c) “Good Reason” means that one or more of the following are undertaken by the Company without your express written consent:
(i) the assignment to you of any duties or responsibilities that results in a material diminution in your function as in effect immediately prior to the effective date of the Change in Control; provided, however, that neither a change in
your title or reporting relationships nor the Common Stock ceasing to be listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market shall provide the basis for a voluntary termination with Good
Reason; (ii) a material reduction by the Company in your annual base salary, as in effect on the effective date of the Change in Control or as increased thereafter; provided, however, that Good Reason shall not be deemed to have occurred
in the event of a reduction in your annual base salary that is pursuant to a salary reduction program affecting substantially all of the employees of the Company and that does not adversely affect you to a greater extent than other similarly
situated employees; (iii) any failure by the Company to continue in effect any material benefit plan or program, including incentive plans or plans with respect to the receipt of securities of the Company, in which you were participating
immediately prior to the effective date of the Change in Control (hereinafter referred to as “Benefit Plans”), or the taking of any action by the Company that would materially adversely affect your participation in or
materially reduce your benefits under the Benefit Plans or deprive you of any material fringe benefit that you enjoyed immediately prior to the effective date of the Change in Control; provided, however, that Good Reason shall not be deemed
to have occurred if the Company provides for your participation in benefit plans and 

  
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programs that, taken as a whole, are comparable to the Benefit Plans; (iv) a relocation of your business office to a location more than fifty (50) miles from the location at which you
performed your duties as of the effective date of the Change in Control, except for required travel by you on the Company’s business to an extent substantially consistent with your business travel obligations prior to the effective date of the
Change in Control; or (v) a material breach by the Company of any provision of the Plan or the Option Agreement or any other material agreement between you and the Company concerning the terms and conditions of your employment. 

(d) If any payment or benefit you would receive pursuant to a Change in Control from the Company or otherwise
(“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the
Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being
subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all
computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in
payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in a manner necessary to provide you with the greatest economic benefit. If more than one manner of
reduction of payments or benefits necessary to arrive at the Reduced Amount yields the greatest economic benefit, the payments and benefits shall be reduced pro rata. 

(e) The accounting firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in
Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally
recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. 

(f) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting
documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company. If the
accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and the Company with an opinion reasonably acceptable to you that no Excise Tax
will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company. 

11. OPTION NOT A SERVICE CONTRACT. Your option is not an
employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall 

  
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obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for
the Company or an Affiliate. 
 12. WITHHOLDING OBLIGATIONS. 

(a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of
your option. 
 (b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any
applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting). If the date of determination of any tax withholding
obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering
the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option.
Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any
adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 
 (c) You
may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall
have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. 

13. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 

14. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 

  
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